22nd Century Group, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the Nasdaq Capital Market under the symbol “XXII.” As of February 22, 2022, there were 84 holders of record of shares of our common stock. Dividend Policy We have not previously and do not plan to declare or pay any dividends on our common stock. Our current policy is to retain all funds and any earnings for use in the operation and expansion of our business. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None. Shares authorized for issuance under equity compensation plans On May 20, 2021, the stockholders of 22nd Century Group, Inc. (the “Company”) approved the 22nd Century Group, Inc. 2021 Omnibus Incentive Plan (the “Plan”). The Plan allows for the granting of equity awards to eligible individuals over the life of the Plan, including the issuance of up to 5,000,000 shares of the Company’s common stock and any remaining shares under the Company’s 2014 Omnibus Incentive Plan pursuant to awards under the Plan. The Plan has a term of ten years and is administered by the Compensation Committee of the Company’s Board of Directors to determine the various types of incentive awards that may be granted to recipients under the Plan and the number of shares of common stock to underlie each such award under the Plan. As of December 31, 2021, we had available 7,526,630 shares remaining for future awards under the Plan. The following table summarizes the number of shares of common stock to be issued upon exercise of outstanding options and vesting of restricted stock units under the Plan and our prior 2010 and 2014 Equity Incentive Plans, the weighted-average exercise price of such stock options, and the number of securities available to be issued under the Plan as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ Number of securities to ​ ​ ​ ​ ​ remaining available for ​ ​ be issued upon exercise ​ ​ ​ ​ ​ issuance under equity ​ ​ of outstanding options, ​ ​ Weighted average ​ compensation plans ​ ​ and restricted stock ​ ​ exercise price of ​ (excluding securities ​ ​ units, ​ ​ outstanding options ​ reflected in column (a)) ​ ​ (a) ​ ​ (b) ​ (c) Equity compensation plans approved by security holders 8,335,971 (1) ​ $ 1.65 7,526,630 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans not approved by security holders — ​ ​ N/A — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total 8,335,971 ​ ​ — 7,526,630 (2) (1) Number of outstanding options are 5,171,105 and number of unvested restricted stock units are 3,164,866. (2) Consists of shares available for award under the Plan. 33 Table of Contents Stock Performance Graph The performance graph shown below compares the cumulative total shareholder return on the Company’s common stock, based on the market price of the common stock, with the total return of the NYSE American Composite Index and the NASDAQ US Small Cap Biotechnology Index for the period covering December 31, 2016 through December 31, 2021. The comparison of total return assumes that a fixed investment of $100 was invested on December 31, 2016 in the Company’s common stock and in each of the foregoing indices and further assumes the reinvestment of dividends. The stock price performance shown on the graph is not necessarily indicative of future price performance. The information in this Item 5 of the Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference to any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate such information into such filing. ​ ​ Item 6. [Reserved] ​ 34 Table of Contents